Permissions

The Client may choose between two options:

1. The Client grants permission to Zymbyo Inc. to work directly with the Website Provider in order to facilitate the implementation, management, and tracking of marketing products and Zymbyo tracking tools on the Client's website. The sole purpose of this collaboration is to combine the implementation of marketing products and tools with tracking for the purpose of providing reports to the Client. Zymbyo will manage the client’s monthly marketing budget and will not authorize any monetary expenditure on the Client's behalf with respect to the Client’s website, or work on the website, at any
   time.

   The Client understands that code placed on the Client website is for the express purpose of providing products and services to the Client and improving Zymbyo Inc.’s products and services.

2. Creation of  a Lead Conversion Website that exists on a subdomain of the Client’s original website. This allows the Zymbyo Lead Generation Platform to operate independently of the dealer’s main site, while still remaining the exclusive property of the dealer. Zymbyo will manage the Client's monthly marketing budget.
   
   

   • The website will:

     • Be approved by the Client before going live.

     • Be included at no extra cost as part of the monthly fee.

     • Be populated with brand messages and company contact information provided by the Client or visible on the Client's current website.

     • Provide any leads directly to the Client via email.

     • Operate solely for the benefit of the Client with all data from the site remaining confidential and protected

     • Be cancellable by the Client at any time with 30 days notice, in coordination with cancelation or amendment of the standard Zymbyo Dealer Agreement.

Definitions

1. Terms and Conditions includes the agreement between the Client and Zymbyo Inc. and defines all the terms and conditions under which Zymbyo Inc. and the Client interact.

2. The Client is defined as the company that has entered into an agreement and any company representative operating as a signatory to products and services provided by Zymbyo Inc.

3. Client Staff. As part of its sales, onboarding and product delivery operations, Zymbyo inc. will be interacting with key personnel designated by the Client to act on its behalf for the express purpose of interacting with Zymbyo Inc. the Client will designate one or more individuals, Client Staff, to act on its behalf for the purpose of product delivery and remittances to Zymbyo Inc.

The Relationship

1. The relationship between the Client and Zymbyo Inc. is designed to be completely symbiotic. Zymbyo Inc. only succeeds when the Client succeeds. The Client is engaging Zymbyo Inc.’s expertise in Google Search Engine and Display Marketing as well as Meta Ads to run campaigns and ads, (Zymbyo Products) on its behalf to generate quality traffic that converts to quality leads and increased profits for the Client. Zymbyo Inc. endeavours to access the best talent available worldwide to run Zymbyo Products on behalf of the Client and commits to charging a transparent low fee for delivering such products and services. Zymbyo Inc. wishes to provide Clients affordable access to very high quality digital lead generation products and benefit both parties in doing so.

2. All leads generated through Zymbyo Products are the exclusive property of the Client. These leads are generated specifically for the Client’s business and are not shared, resold, or distributed to any other parties. The exclusivity of these leads ensures that the Client has full and sole ownership, maximizing the value and effectiveness of the lead generation tools provided by Zymbyo Inc.

Zymbyo Products and Fees

1. Zymbyo Inc.’s Lead Generation Products, (Zymbyo Products), are proprietary pre-designed lead generation campaigns inside the Google platform and other online marketing platforms. A Lead Generation Product is a specific campaign, or set of campaigns designed specifically to drive paid traffic to the Client’s website, for the express purpose of generating quality leads exclusively for the Client.

2. The Client owns the leads generated and the sole rights to utilise these leads for the purpose of marketing and selling to while adhering to all local laws, including privacy laws. For its part, Zymbyo Inc. reserves the right to leverage the lead data for the express purpose of improving its products and services to Clients and will not directly contact leads, nor resell leads, nor provide such lead data to any other Client. While the Client owns the right to use the leads generated in any lawful way they wish, the contents of Google campaigns and products, including but not limited to keywords and ads created, exclusive of Client branded or company specific information, remain the property of Zymbyo Inc. While Zymbyo is running its proprietary Zymbyo Products on the Google platform, or other platforms, in benefit of the Client website, such information related to campaigns, ads, and keywords will not be shared with the Client. At such a time as the Client may choose to cancel the service, Zymbyo will deactivate the Google ads account created on the Client’s behalf from the company's Google ads account management system and also all of its Zymbyo Products.

3. As it relates to Remarketing, and Paid Campaigns, should the Client already have a Google Ads account, we require that account paused. Zymbyo will open another Google Ads account on their behalf to run our proprietary marketing products. If the Client does not have a Google Ads account, Zymbyo will open one for them. Should the Client cancel their agreement with us, Zymbyo will deactivate the Google ads account created on the Client’s behalf from the company's Google ads account management system and also all of its Zymbyo Products.

4. The Client understands that while Zymbyo Products are designed to perform at a high level, and Zymbyo may communicate to the Client changes or improvements it can make to its website to improve Zymbyo Product performance, that Zymbyo Product performance can be impacted by the Client website content, products and service offerings, online reviews, website quality scores, and other factors that improve the conversion of internet traffic into leads.

5. Upon launch, all Zymbyo Products enter a 4-6 week learning phase during which cost per lead is unpredictable before stabilising.

6. The Client provides Zymbyo with a monthly marketing budget. Zymbyo Inc. either spends 100% of the marketing budget provided by the Client in any given month or refunds any money not spent. For its part, the Client’s monthly budgets are set prior to the beginning of each month. IMPORTANT: Interrupting active campaigns can result in a return to a learning phase, or less optimal performance, which would result if invoices for monthly budgets are not paid two business days prior to the beginning of the month for which they apply.

7. If the monthly budget invoice for active campaigns is not paid within two business days prior to the beginning of the month, those campaigns will be paused. When the payment is made and campaigns are restarted, they will return to the learning phase, or less optimal performance.

Data Collected and Zymbo Inc. Reports

1. Zymbyo collects data from the Client website in order to provide the Client accurate lead data generated by Zymbyo Inc. Zymbyo will endeavour to provide accurate reporting on calls, forms and chats generated by Zymbyo Products and will not retain, utilise or disclose any other data gathered in the course of that activity that is not directly related to Zymbyo Product activity. 

2. Zymbyo agrees to put in place measures to protect data, and the Client agrees to hold harmless Zymbyo Inc. in the event such data is breached or misused by anyone not directly employed by Zymbyo Inc.

3. Tracking codes placed on the Client’s website allows Zymbyo Inc. to collect data required to create reports for Clients. Zymbyo Inc. is committed to providing the Client with transparent reports that convey accurate results and leads generated by investment in a Zymbyo Product.

4. If the Client selects option 1, and the Client makes any changes to their website, including but not limited to modifications to forms, phone numbers, locations, or the addition of new pages, it is the Client's responsibility to promptly notify Zymbyo Inc. These website changes have the potential to affect the tracking code placed by Zymbyo Inc. on the Client's website and the timely notification by the Client allows Zymbyo Inc. to ensure the accuracy of the tracking code and make any necessary adjustments to maintain proper functionality. The customer acknowledges that failure to notify Zymbyo Inc. of such changes may result in inaccuracies in the Zymbyo Product reports and inefficiencies in the campaigns for which Zymbyo Inc. shall not be held liable.

Representations

1. The Client agrees and acknowledges that Zymbyo Inc. will be creating and running digital marketing campaigns on behalf of the Client for the express purpose of generating leads for the Client. Zymbyo Inc. will be creating and running such ads on the Client’s behalf.

2. Zymbyo will be managing the Client’s monthly marketing budget. Costs per lead will be paid out of this budget.

3. Zymbyo Inc. at its core desires to operate with integrity and transparency and commits that every decision will be made with those goals in mind. Only ads that benefit a Client will be included in any Zymbyo Products. Only accurate representation of leads generated and cost per lead will be provided to the Client. Only information provided directly from Google and the Client’s website relative to product performance, budgets and opportunities will be provided to the Client and only ever in the Client’s best interests. Every piece of information provided by Zymbyo Inc. to the Client will be the most accurate information Zymbyo Inc. can reasonably provide with the exception being occasional human error or misconduct.

Cancelation

1. The Client can, at any time, cancel this agreement by simply not renewing for the following month. Zymbyo Product and fees are paid for upfront prior to each month. By simply cancelling the service, or not paying up front for the following month, the Client can stop receiving Zymbyo Inc.’s products and services. Each month acts as one purchase and commitment to the use of Zymbyo Inc.’s products and services and as such cannot be cancelled prior to the fulfilment of that month.
   
   

2. Zymbyo Inc. also has the right to refuse business for reasons that include but are not limited to lack of a quality website or lack of available internet traffic in a specific geographic area.  
   
   

3. Zymbyo Inc. has the right to cancel this agreement at any time.

Pricing

1. A one-time fee to build the Client’s Lead Generation Platform.
   
   

2. A monthly fee for maintaining the Client’s Results Dashboards.
   
   

3. A percentage fee based on the Client's Investment directly with the marketing company, i.e., Google or Meta. 
   
   

4. Any other fees or charges by marketing companies, ie. Google or Meta, out of Zymbyo’s control and/or taxes required based on jurisdiction.
   
   

5. Schedule A contains detailed pricing information for all fees. 

Payment

1. Zymbyo Inc. accepts most major credit cards and bank transfers for payment of Zymbyo fees. 
   
   

2. Clients will have the option to pay Zymbyo directly up front for digital marketing products. Such payment may be subject to additional charges associated with credit card fees (see Schedule A).
   
   

3. Client’s will also have the option to pay the vendor (Google or Meta) directly and be billed separately by Zymbyo for its fees. This may become a requirement of the vendor. Typically this is done by providing the vendor with the necessary information to directly withdraw funds from the Client’s bank account as services are used. 
   
   

4. At all times products and services are paid in advance of use.
   
   

5. Zymbyo Inc. will refund, to the Client, in the same form the payment was made, any unused portion of the monthly budget within 5 business days of the start of the following month, or apply the remaining balance to future spend.

Confidentiality

1. Zymbyo Inc. will keep confidential any data collected on behalf of the Client that is not for the express purpose of improving products and services provided to Clients.

Indemnity 

1. All services may be used for lawful purposes only. You agree to indemnify and hold Zymbyo Inc. harmless from any claims resulting from your use of our service that damages you or any other party.

Liability 

1. Our total liability to you in contract or in law arising in connection with this agreement shall not exceed the total monies paid by you in any month immediately preceding cancelation. We shall have no liability for loss of profits, business, revenue, goodwill or anticipated savings or for any other indirect or consequential loss.

Google Ads Exclusivity

The Client understands that while using Zymbyo's products, the client cannot run any additional Google ads or campaigns as it is strictly against Google policy to have two ad accounts for the same business and may result in the client's website being 'blacklisted' by Google, and thus losing the ability to run Google ad products on their website. Furthermore, Zymbyo cannot be held liable or responsible for the activities or decisions of Google.

Blacklisted Website Disclaimer

1. The Client acknowledges that Zymbyo Inc. shall not be held liable for any adverse effects or consequences resulting from the Client's website being blacklisted or experiencing any negative action by Google.

2. The Client further confirms that, to the best of their knowledge, their website is not currently blacklisted by Google, and they shall promptly inform Zymbyo Inc. in writing if such a blacklisting occurs during the term of this agreement.

3. In the event that the Client's website is blacklisted or faces any action by Google during the term of this agreement, Zymbyo Inc. reserves the right to suspend or terminate any ongoing marketing campaigns without any liability.

4. The Client agrees to indemnify, defend, and hold harmless Zymbyo Inc., from any claims, losses, damages, or expenses arising out of or related to the blacklisting of the Client's website by Google.

5. It is the Client's sole responsibility to ensure compliance with Google's guidelines and policies, and Zymbyo Inc. shall not be responsible for any violations or breaches thereof.

Variation 

1. Variation: These Terms and Conditions (and/or the contents of any agreement to which they relate) may be varied or superseded at any time by agreement in writing between us. Any such variation shall not affect any rights or obligations of either of us that may already have accrued, unless otherwise specifically agreed.

Paid Campaigns 

1. Zymbyo creates and manages independently or via a third party, paid digital campaigns. These campaigns are customised or individualised to each Client and managed by Zymbyo Inc. with the vendor, be it Google, Meta, or other online provider. Transparent reporting on costs is available upon request as verification of our fee structure.

Schedule A - Pricing and Fees as of September 1st, 2024

Onboarding fee 

1. $499 

2. Creation of Lead Generation website. 

3. Creation of individual Platform containing Results Dashboards 

4. Design and creation of Digital Marketing Lead Generation Campaigns 

5. Testing 

Monthly Platform Fee

1. $199

2. Use of individual results and lead data platforms. 

3. Customer service. 

4. Lead detail list. 

Digital Campaign Management 

1. 13% above campaign spend if paid directly to Platform.*

2. 15% above campaign spend if paid directly to Zymbyo by credit card.* 

3. Zymbyo professional campaign updating and management daily.

*Zymbyo manages digital marketing campaigns on behalf of the client for the sole purpose of generating leads for the client and charges a fee to design, implement, and manage campaigns on an ongoing basis.